Lawful Issuance. All of the outstanding shares of capital stock, membership interests, and other securities of the Company and each of its Subsidiaries were offered, issued, and sold, and the Purchased Securities have been offered and at the Closing will be issued and sold, in compliance with (i) all applicable preemptive or similar rights of all persons, and (ii) assuming the truthfulness and accuracy of the representations made by the Purchaser in Section 3 hereof, all applicable provisions of the Securities Act and the rules and regulations thereunder, and all applicable state securities laws and the rules and regulations thereunder. No person has any valid right to rescind any purchase of any shares of capital stock or other securities of the Company or any of its Subsidiaries.
Lawful Issuance. As of the Closing Date, the purchase of the Convertible Note by the Purchaser, and the sale of the Convertible Note by the Company, shall be legally permitted by all laws and regulations to which the Company and the Purchaser are subject.
Lawful Issuance. At each of the Closings, the purchase of the Debentures by Investor shall be legally permitted by all laws and regulations to which Investor and the Company are subject.
Lawful Issuance. Except as disclosed in Section 3.6 of the Disclosure Schedule, all of the outstanding shares in the capital of the Corporation and each Subsidiary and all outstanding options, warrants and other securities of the Corporation and each Subsidiary were offered, issued, and sold, and the Warrants, the IPO Warrants Shares, the Warrant Shares and IPO Warrant Shares have been offered and (as and when issued) shall be issued and sold, in compliance with: (i) all applicable pre-emptive or similar rights of all Persons (except for any non-compliance which has been waived in writing); (ii) all applicable provisions of applicable securities laws in Canada, the United States and the United Kingdom in transactions exempt from the prospectus, registration or analogous requirements of such securities laws (subject to and assuming the accuracy of any representations and warranties made by purchasers of such securities, and the representations of the Investors contained in Article 4 hereof to the Corporation); and (iii) all other applicable laws. No person has any valid right to rescind any purchase of, or any statutory rights of action with respect to, any shares or other securities in the capital of the Corporation or any Subsidiary, except in accordance with this Agreement.
Lawful Issuance. Except as set forth in Section 4.6 of the Disclosure Schedule, all of the outstanding shares in the capital of the Corporation and each Subsidiary and all outstanding options, warrants and other securities of the Corporation and each Subsidiary were offered, issued, and sold, and the Purchased Shares have been offered and (as and when issued) shall be issued and sold, in compliance with: (i) all applicable pre-emptive or similar rights of all Persons (except for any non-compliance which has been waived in writing); (ii) all applicable provisions of applicable securities laws in Canada, the United States and the United Kingdom in transactions exempt from the prospectus, registration or analogous requirements of such securities laws (subject to and assuming the accuracy of any representations and warranties made by purchasers of such securities, and the representations of the Investors contained in Article V hereof to the Corporation); and (iii) all other applicable laws. No Person has any valid right to rescind any purchase of, or any statutory rights of action with respect to, any shares or other securities in the capital of the Corporation or any Subsidiary, except in accordance with this Agreement.
Lawful Issuance. All of the outstanding shares of the Company's capital stock and all other securities of the Company were offered, issued, and sold, and, assuming the accuracy of the Holders’ representations and warranties set forth in Section 5 hereof, the Securities (other than the Note evidencing the Loan) have been offered and at the Closing will be issued and, except for the Warrants issued to Xxxxxx, sold, in compliance with (i) all applicable preemptive or similar rights of all Persons, and (ii) all applicable provisions of the Securities Act and the rules and regulations thereunder, and all applicable state securities laws and the rules and regulations thereunder. No Person has any valid right to rescind any purchase of the Notes, any shares of capital stock or other securities of the Company.
Lawful Issuance. All of the outstanding shares of Vanishing Point Common Stock and Vanishing Point Preferred Stock were issued in conformity with all applicable provisions of the Securities Act of 1933, as amended (the "SECURITIES ACT"), applicable state securities laws and all rules and regulations thereunder. There exists no valid right to rescind any purchase from or issuance thereof by Vanishing Point.
Lawful Issuance. All of the outstanding shares of LightTouch Common Stock and LightTouch Preferred Stock were issued in conformity with all applicable provisions of the Securities Act of 1933, as amended (the "SECURITIES ACT"), applicable state securities laws and all rules and regulations thereunder. There exists no valid right to rescind any purchase thereof from or issuance thereof by LightTouch.
Lawful Issuance. At the Closing, the purchase of the Series D Preferred Stock by the Investors shall be
Lawful Issuance. All of the outstanding shares of Target Common Stock and Target Preferred Stock were issued pursuant to exemptions from registration under the Securities Act of 1933, as amended (the "Securities Act") and applicable state and other securities laws, and all rules and regulations thereunder. There exists no valid right to rescind any purchase thereof from or issuance thereof by Target. No class of securities of Target is required to be registered under any provision of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
